2008 Equity Compensation Plan



 Exhibit 10.1 
 BANKRATE, INC. 
 2008 EQUITY COMPENSATION PLAN 
  

	1.	DEFINED TERMS 

 Exhibit A, which is incorporated by reference,
defines the terms used in the Plan and sets forth certain operational rules related to those terms. 
  

	2.	PURPOSE 

 The Plan is established as of [June 17, 2008],
(“Effective Date”) to provide for the grant to Participants of Awards. Awards granted under any other or prior equity compensation or comparable plan shall be unaffected by this Plan. 
  

	3.	ADMINISTRATION 

 The Administrator has discretionary authority,
subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all
things necessary to carry out the purposes of the Plan. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent with
qualifying the Award for that exception. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties. 
  

	4.	LIMITS ON AWARDS UNDER THE PLAN 

 (a) Number
of Shares. A maximum of 1,500,000 shares of Stock may be delivered in satisfaction of Awards under the Plan. The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of the preceding sentence, be determined net
of (1) shares of Stock withheld by the Company in payment of the exercise price of the Award, (2) shares of Stock withheld in satisfaction of tax withholding requirements with respect to the Award, and (3) shares of Restricted Stock
that are forfeited to the Company. The limits set forth in this Section 4(a) shall be construed to comply with Section 422. To the extent consistent with the requirements of Section 422 and with other applicable legal requirements
(including applicable stock exchange requirements), Stock issued under awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the
Plan. 
 (b) Type of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously
issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan. 
 (c) Section 162(m)
Limits. The maximum number of shares of Stock for which Stock Options may be granted to any person in any calendar year and the maximum number of shares of Stock subject to SARs granted to any person in any calendar year will each be
750,000. The maximum number of shares subject to other Awards granted to any person in any calendar year will be 500,000 shares. The maximum amount payable to any person in any year under Cash Awards will be $1,500,000. The foregoing provisions will
be construed in a manner consistent with Section 162(m). 
  

	5.	ELIGIBILITY AND PARTICIPATION 

 The Administrator will select
Participants from among those Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and
its Affiliates; provided, that, subject to such express exceptions, if any, as the Administrator may establish, eligibility shall be further limited to those persons as to whom the use of a Form S-8 registration statement is permissible.
Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. 








	6.	RULES APPLICABLE TO AWARDS 

 (a) All
Awards. 
 (1) Award Provisions. The Administrator will determine the terms of all Awards, subject to
the limitations provided herein. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are
inconsistent with the terms and conditions specified herein, as determined by the Administrator. 
 (2) Term of Plan. No Awards may be made after the tenth (10th) anniversary of the Effective Date,
but previously granted Awards may continue beyond that date in accordance with their terms. 
 (3)
Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent
and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards requiring exercise) may be exercised
only by the Participant. The Administrator may permit Awards other than ISOs to be transferred by gift, subject to such limitations as the Administrator may impose. 
 (4) Vesting, etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and
the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax
consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply: immediately upon the cessation of the Participant’s Employment, each Award requiring exercise that is
then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that are then held by the Participant or by the Participant’s permitted transferees,
if any, to the extent not already vested will be forfeited, except that: 
 (A) subject to (B) and (C) below,
all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the
lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; 
 (B) all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to
the Participant’s death or termination from Employment by reason of Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s
death or termination from Employment by reason of Disability or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; and

 (C) all Stock Options and SARs held by a Participant or the
Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if the Administrator in its sole discretion determines that such cessation of
Employment has resulted from conduct constituting Cause for Termination. 
 (5) Taxes. The Administrator will
make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax
withholding requirements (but not in excess of the minimum withholding required by law). 
 (6) Dividend Equivalents,
etc. The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award. Any entitlement to dividend equivalents or similar entitlements shall be
established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A. 
 (7) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a shareholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the
Company or any Affiliate to the Participant. 







 (8) Section 162(m). This Section 6(a)(8) applies to any
Performance Award intended to qualify as performance-based for the purposes of Section 162(m) other than a Stock Option or SAR. In the case of any Performance Award to which this Section 6(a)(8) applies, the Plan and such Award will be
construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance Awards, the Administrator will preestablish, in writing, one or more specific Performance Criteria
no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)). Prior to the grant, vesting or
payment of the Performance Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and such determination will be final and conclusive. 
 (9) Coordination with Other Plans. Awards under the Plan may be granted in tandem with, or in satisfaction of or
substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or
programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered shall be treated as awarded under the Plan (and shall reduce
the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4). In any case where an award is made under another plan or program of the Company or its Affiliates and such award is intended to
qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both the other plan or
program and under the Plan shall be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto. 
 (10) Section 409A. Each Award shall contain such terms as the Administrator determines, and shall be construed and
administered, such that the Award either (i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements. 
 (11) Certain Requirements of Corporate Law. Awards shall be granted and administered consistent with the requirements of
applicable Florida law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each
case as determined by the Administrator. 
 (b) Awards Requiring Exercise. 
 (1) Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise by
the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the
Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so. 
 (2) Exercise Price. The exercise price (or in the case of a SAR, the base value from which appreciation is to be measured)
of each Award requiring exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock subject to the Award, determined as
of the date of grant on the basis of the closing price of the Stock on such date, or such higher amount as the Administrator may determine in connection with the grant. No such Award, once granted, may be repriced other than in accordance with the
applicable shareholder approval requirements of NASDAQ. Fair market value shall be determined by the Administrator consistent with the applicable requirements of Section 422 and Section 409A. 
 (3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment, payment of the exercise price
shall be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery and sale of shares of Stock (including fractional shares) either from the Award itself
(thus reducing the net shares of Stock to be exercised pursuant to the exercise of the Award – a “Cashless Exercise”) or from shares of Stock (including fractional shares) that have been outstanding for at least six months (unless the
Administrator approves a shorter period) and that have a fair market value equal to the exercise price or if greater, the excess proceeds shall be paid to the exercising Participant, (ii) through a broker-assisted exercise program acceptable to
the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (i) above may be
accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe. 







 (4) Taxes. The Administrator will make such provision for the withholding
of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements in the same manner as set
forth in Subsection (b)(3), above (but not in excess of the minimum withholding required by law). 
 (5) Maximum
Term. Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant. 
  

	7.	EFFECT OF CERTAIN TRANSACTIONS 

 (a) Mergers,
etc. Except as otherwise provided in an Award, the following provisions shall apply in the event of a Covered Transaction: 
 (1) Assumption or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption of some or all outstanding Awards or
for the grant of new awards in substitution therefor by the acquirer or survivor or an affiliate of the acquirer or survivor. 
 (2) Cash-Out of Awards. If the Covered Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide for payment
(a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the
Administrator in its reasonable discretion consistent with Section 409A) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion
(in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as
the Administrator determines; provided, that the Administrator shall not exercise its discretion under this Section 7(a)(2) with respect to an Award or portion thereof in a manner that would constitute an extension or acceleration of, or
other change in, payment terms if such change would be inconsistent with the applicable requirements of Section 409A. 
 (3) Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, each Award requiring exercise will
become fully exercisable, and the delivery of any shares of Stock remaining deliverable under each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated
and such shares will be delivered, prior to the Covered Transaction, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the
shares, as the case may be, to participate as a shareholder in the Covered Transaction; provided, that to the extent acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A would cause the Award to fail to
satisfy the requirements of Section 409A, the Award shall not be accelerated and the Administrator in lieu thereof shall take such steps as are necessary to ensure that payment of the Award is made in a medium other than Stock and on terms that
as nearly as possible, but taking into account adjustments required or permitted by this Section 7, replicate the prior terms of the Award. 
 (4) Termination of Awards Upon Consummation of Covered Transaction. Each Award will terminate upon consummation of the Covered Transaction, other than the following: (i) Awards assumed pursuant to
Section 7(a)(1) above; (ii) Awards converted pursuant to the proviso in Section 7(a)(3) above into an ongoing right to receive payment other than Stock; and (iii) outstanding shares of Restricted Stock (which shall be treated in
the same manner as other shares of Stock, subject to Section 7(a)(5) below). 
 (5) Additional
Limitations. Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any,
as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. In the case of Restricted Stock
that does not vest in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise
made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. 







 (b) Changes in and Distributions With Respect to Stock. 
 (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares
(including a reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares specified in Section 4(a) that may be delivered
under the Plan and to the maximum share limits described in Section 4(c), and shall also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by such change. 
 (2) Certain Other
Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to shareholders other than those provided for in Section 7(a) and 7(b)(1), or any other
event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422, the
requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable. 
 (3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7. 
  

	8.	LEGAL CONDITIONS ON DELIVERY OF STOCK 

 The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and
delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on
such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require,
as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an
appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions. 
  

	9.	AMENDMENT AND TERMINATION 

 The Administrator may at any time or
times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the
Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do
so at the time of the Award. Any amendments to the Plan shall be conditioned upon shareholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the
Administrator. 
  

	10.	OTHER COMPENSATION ARRANGEMENTS 

 The existence of the Plan or the
grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan. 
  

	11.	MISCELLANEOUS 

 (a) Employment Not
Affected. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any Participant the right to continue to serve on the Board of the Company or in the employment of the Company or affect any right which
the Company, or its shareholders, may have to terminate the relationship or employment of such Participant. 
 (b) Relationship to
Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided.

 (c) Expenses. The expenses of administering the Plan shall be borne by the Company. 
 (d) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall control. 
 (e) No Presumption. The fact that the
this Agreement was prepared by counsel for the Company shall create no presumptions and specifically shall not cause any ambiguities to be construed against the Company. 







 (f) Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the
submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 
 (g) Limitation of Liability. 
 Notwithstanding anything to the contrary in the Plan, neither the Company, nor any
Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason
of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this
Section 11(b) shall limit the ability of the Administrator or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless. 
 (h) Governing Law; Construction. The validity and construction
of the Plan and the instruments evidencing Awards under the Plan shall be governed by the laws of the state of Florida without regard to principles of conflicts of law. In construing the Plan, the singular shall include the plural and the masculine
gender shall include the feminine and neuter, unless the context otherwise requires. 
 (i) Amendment of the Plan. The
Committee may, without further action by the shareholders and without receiving further consideration from the Participants, amend this Plan or condition or modify awards under this Plan in response to changes in securities or other laws or rules,
regulations or regulatory interpretations thereof applicable to this Plan or to comply with stock exchange rules or requirements except that, without shareholder approval, the Committee may not materially amend the Plan, including, but not limited
to, the following: 
 (1) materially increase the number of shares of Common Stock to be issued under the Plan (other
than pursuant to Section 7); 
 (2) materially increase benefits to Participants, including any material change to
(A) permit a re-pricing (or decrease in exercise price) of outstanding Options, (B) reduce the price at which Options may be offered, or (C) extend the duration of the Plan; 
 (3) materially expand the class of Participants eligible to participate in the Plan; and 
 (4) expand the types of Options or other awards provided under the Plan. 
 The termination or any modification or amendment of the Plan, except as provided in subsection (a), shall not without the consent of a Participant, affect his or her
rights under an Award previously granted to him or her. 
 (j) Binding Effect. This Agreement shall be legally binding upon and
shall operate for the benefit of the parties hereto, their respective heirs, personal and legal representatives, transferees, successors and assigns. 
 (k) Survival. All representations and other relevant provisions herein shall survive and thereby continue in full force and effect after termination of the optionee’s employment with the Company.

 (l) No Waiver of Breach. The waiver or inaction by any party hereto of a breach of any condition of this Agreement by the
other party shall not be construed as a waiver of any subsequent breach by such party, nor shall it constitute a waiver of that party’s rights, actual or inherent. The failure of any party hereto in any instance to insist upon a strict
performance of the terms of this Agreement or to exercise any option herein shall not be construed as a waiver or a relinquishment in the future of such term or option, but that the same shall continue in full force and effect. 
 (m) Notices. All notices or communications provided for herein or incidental to the transactions contemplated hereby shall be in writing
and shall be deemed duly given if delivered personally, sent by facsimile, certified mail and/or by registered mail, return receipt requested or sent by overnight delivery (i) to any officer of the Company (other than the optionee) at the
address of the principal office of the Company and (ii) to any optionee at his or her address as reflected on the records of the Company for federal income tax purposes or at such other address as either party may have specified by prior
written notice to the other party. Notices shall be effective as of the date of personal delivery or as of the first day after any other notice procedure. 







 (n) WAIVER OF JURY TRIAL. THE COMPANY AND EACH PERSON, HIS OR HER HEIRS OR ASSIGNS, WHO IS A
PARTICIPANT EXPRESSLY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THE SUBJECT MATTER OF THIS PLAN. 







 EXHIBIT A 
 Definition of Terms 
 The following terms, when used in the Plan, will have the meanings and be subject to the
provisions set forth below: 
 “Administrator”: The Compensation Committee or any delegate thereof to the extent permitted by law. In the
event of any delegation described in the preceding sentence, the term “Administrator” shall include the person or persons so delegated to the extent of such delegation. 
 “Affiliate”: Any corporation or other entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in
the chain, beginning with the Company and ending with such corporation or other entity. For purposes of the preceding sentence, except as the Administrator may otherwise determine subject to the requirements of Treas. Reg.
§1.409A-1(b)(5)(iii)(E)(1), the term “controlling interest” has the same meaning as provided in Treas. Reg. §1.414(c)-2(b)(2)(i), provided that the words “at least 50 percent” are used instead of the words “at
least 80 percent” each place such words appear in Treas. Reg. §1.414(c)-2(b)(2)(i). 
 “Award”: Any or a combination of the
following: 
  

	 	(i)	Stock Options. 

  

	 	(ii)	SARs. 

  

	 	(iii)	Restricted Stock. 

  

	 	(iv)	Unrestricted Stock. 

  

	 	(v)	Stock Units, including Restricted Stock Units. 

  

	 	(vi)	Performance Awards. 

  

	 	(vii)	Cash Awards. 

  

	 	(viii)	Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock. 

 “Board”: The Board of Directors of the Company. 
 “Cash Award”: An Award denominated in cash. 
 “Cause for Termination”: Except as specified otherwise by the
Administrator at the time of the Award grant, a finding by the Board that the Participant (i) has breached his or her employment or service contract or noncompetition agreement with the Company; (ii) has engaged in disloyalty or dishonesty
to the Company, including without limitation, fraud, embezzlement, theft, malfeasance, gross negligence or misconduct that, in the judgment of the Board, is, or is likely to, lead to material injury to the Company or the business reputation of the
Company; (iii) has willfully failed to comply with the direction of the Board or failed to follow the policies, procedures and rules of the Company; (iv) has negligently failed to comply with the direction of the Board or failed to follow
the policies, procedures and rules of the Company and such negligent failure was not cured within thirty (30) days of receipt of written notice; (v) has been convicted of, or has entered a plea of guilty or no contest to, a felony or crime
involving moral turpitude; or (vi) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information. 
 “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect. 
 “Compensation Committee”: The Compensation Committee of the Board. 
 “Company”: Bankrate,
Inc. 
 “Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including
a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a
group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender
offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer. 
 “Disability”: A Participant becoming disabled within the meaning of Section 22(e)(3) of the Code. 
 “Employee”: Any person who is employed by the Company or an Affiliate. 
 “Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides
otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or its Affiliates. If a Participant’s employment or other service relationship is with an
Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining
Affiliates. 
 “ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each
option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO. 
 “Participant”: A person who is granted an Award under the Plan. 







 “Performance Award”: An Award subject to Performance Criteria. The Committee in its discretion may grant
Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify. 
 “Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting
or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance
relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project
or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an
aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; shareholder return; sales of
particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations,
restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of
loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or
more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that
affect the applicable Performance Criterion or Criteria. 
 “Plan”: The Bankrate, Inc. 2008 Equity Compensation Plan as from time to time
amended and in effect. 
 “Restricted Stock”: Stock subject to restrictions requiring that it be redelivered or offered for sale to the
Company if specified conditions are not satisfied. 
 “Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or
cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions. 
 “SAR”: A right entitling the
holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR
is to be measured. 
 “Section 409A”: Section 409A of the Code. 
 “Section 422”: Section 422 of the Code. 
 “Section 162(m)”: Section 162(m) of
the Code. 
 “Stock”: Common Stock of the Company, par value $0.01 per share. 
 “Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 
 “Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future. 
 “Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award.